NETSCOUT SYSTEMS INC
For the period ended Sep 10, 2025. Filed Jul 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 10, 2025 · Filed Jul 25, 2025
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SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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NETSCOUT SYSTEMS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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July 25, 2025
Dear Fellow Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of NetScout Systems, Inc. on September 10, 2025, at 10:00 am Eastern Time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.
At the Annual Meeting, you will be asked to:
| 1. | Elect four Class II Directors nominated by our Board of Directors (the “Board and each director a “Director””) and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified; |
| 2. | Approve, on an advisory basis, the compensation of our named executive officers; |
| 3. | Approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended; |
| 4. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026; and |
| 5. | Consider any other business properly brought before the meeting or any adjournment thereof. |
It is important that your shares be voted regardless of whether or not you attend the meeting. Please follow the voting instructions on the Notice of Internet Availability of Proxy Materials that you received. If you received a proxy card or voting instruction form, please complete the proxy card or voting instruction form promptly. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone – please refer to your voting instruction form. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with the foregoing. We appreciate your cooperation.
Very truly yours,
Co-Founder, President, Chief Executive Officer,
and Chairman of the Board
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
The 2025 Annual Meeting of Stockholders (“Annual Meeting”) of NetScout Systems, Inc. (“NetScout”, the “Company”, “us” or “we”) will be held on Wednesday, September 10, 2025 at 10:00 a.m. Eastern Time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.
| Date and Time Wednesday, September 10, 2025 10:00 a.m. Eastern Time | Location 310 Littleton Road Westford, MA 01886 | Record Date July 14, 2025 |
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The items of business at the Annual Meeting are the following:
| PROPOSAL | BOARD VOTING RECOMMENDATION | PAGE REFERENCE(FOR MORE DETAIL) |
|---|---|---|
| 1. To elect the four Class II Directors nominated by our Board of Directors and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified. | FOR each nominated Director | 1 |
| 2. To approve, on an advisory basis, the compensation of our named executive officers | FOR | 28 |
| 3. To approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended | FOR | 66 |
| 4. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026 | FOR | 77 |
Stockholders will also consider any other business properly brought before the meeting or any adjournment thereof.
VOTING
Stockholders of record can vote their shares by using the internet or the telephone. Instructions for using these services are set forth on the proxy card or the Notice of Internet Availability of Proxy Materials (the “Notice”). If you received your materials by mail, you also may vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by phone; please refer to the notice containing voting instructions that you should receive from your broker rather than from us. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with one of the foregoing methods.
By Order of the Board of Directors,
Co-Founder, President, Chief Executive Officer
and Chairman of the Board
Westford, Massachusetts
July 25, 2025
OTHER IMPORTANT INFORMATION
The proxy materials, including this Proxy Statement, our Annual Report to Stockholders for the fiscal year ended March 31, 2025 (“2025 Annual Report”), which includes our consolidated financial statements, the proxy card, and the Notice, are being distributed beginning on or about July 25, 2025, to all stockholders entitled to vote as of July 14, 2025 (the “Record Date”).
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on September 10, 2025. This Notice, our proxy statement, and the 2025 Annual Report are available free of charge at www.envisionreports.com/NTCT.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.